SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2020 (May 7, 2020)
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
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(State or other Jurisdiction
of Incorporation) | | | | (IRS Employer
Identification No.) |
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100 First Stamford Place, Suite 700 | | |
(Address of Principal Executive Offices) | | |
Registrant’s telephone number, including area code: (203)
622-3131
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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on which registered |
Common Stock, $0.01 par value, of United Rentals, Inc. | | | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934 (§
240.12b-2
of this chapter):
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Fifth Amended and Restated Certificate of Incorporation
At the annual meeting of stockholders (the “Annual Meeting”) of United Rentals, Inc. (the “Company”) held on May 7, 2020, stockholders approved amendments to the Company’s Fourth Restated Certificate of Incorporation (the “Fourth Restated Certificate of Incorporation”) to grant stockholders the right to act by written consent, subject to certain procedural and other safeguards. The amendments to the Fourth Restated Certificate became effective upon the filing of a Certificate of Amendment to the Fourth Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on May 7, 2020. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
In addition, on May 7, 2020, the Company filed a Fifth Amended and Restated Certificate of Incorporation (the “Fifth Amended and Restated Certificate of Incorporation”) with the Secretary of State of the State of Delaware, integrating into a single instrument all of the provisions of the Fourth Restated Certificate of Incorporation which were then in effect and those amendments approved by the stockholders on May 7, 2020. The Fifth Amended and Restated Certificate of Incorporation only restated and integrated, and did not further amend, the provisions of the Fourth Restated Certificate of Incorporation. The foregoing description of the Company’s Fifth Amended and Restated Certificate of Incorporation is qualified in all respects by reference to the text of the Fifth Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.2 to this Current Report on Form
8-K
and incorporated herein by reference.
Amended and Restated
By-Laws
Effective as of May 7, 2020, the Board of Directors of the Company (the “Board”) amended and restated the Company’s
By-Laws
in order to grant stockholders the right to act by written consent (as described above).
The foregoing description of the amendments to the Company’s
By-Laws
is qualified in all respects by reference to the text of the Company’s Amended and Restated
By-Laws,
a copy of which is filed as Exhibit 3.3 to this Current Report on Form
8-K
and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 7, 2020, the Company held its Annual Meeting at which the stockholders voted: (i) upon the election of José B. Alvarez, Marc A. Bruno, Matthew J. Flannery, Bobby J. Griffin, Kim Harris Jones, Terri L. Kelly, Michael J. Kneeland, Gracia C. Martore, Filippo Passerini, Donald C. Roof and Shiv Singh to the Board for
one-year
terms; (ii) upon the ratification of the appointment of Ernst & Young LLP as the Company’s public accounting firm for the fiscal year ending December 31, 2020; (iii) on an advisory
(non-binding)
basis to approve the compensation of the Company’s named executive officers; (iv) upon a proposed amendment to the certificate of incorporation granting stockholders the right to act by written consent; and (v) on an advisory
(non-binding)
basis on a stockholder proposal to let shareholders vote on bylaw amendments.
The stockholders elected all eleven directors, approved the ratification of the appointment of Ernst & Young LLP, approved (on a
non-binding
basis) the compensation of the Company’s named executive officers, approved the amendment to the certificate of incorporation granting stockholders the right to act by written consent and rejected a stockholder proposal to let shareholders vote on bylaw amendments.
The final voting results for each of the matters submitted to a vote of stockholders at the 2020 annual meeting are set forth below:
Proposal 1. Election of Directors.
Proposal 2. Ratification of Appointment of Public Account Firm.
Proposal 3. Advisory Approval of Executive Compensation.
Proposal 4. Approval of Proposed Amendment to the Certificate of Incorporation Granting Stockholders the Right to Act by Written Consent.
Proposal 5. Stockholder Proposal to Let Shareholders Vote on Bylaw Amendments.
Item 9.01 Financial Statements and Exhibits.
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| | | | | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
